Unassociated Document


    
      

      

    

    Exhibit 10.34

    
 

    
      November
23, 2009

      
 

      Board of
Directors of

      National
Holdings Corporation

      120
Broadway, 27th
Floor

      New York,
NY  10271

      


      


      
        	
                 
      

              	
                Re:

              	
                Modifications to
      Employment Agreement

              


      

      


      Dear
Sirs:

       

      This
letter will confirm my agreement to certain modifications of the compensation
arrangements as set forth in my Employment Agreement with the Company, dated
July 1, 2008 (the “Agreement”):

      


      1.           
 With respect to accrued bonus of $206,250 due me through September 30,
2009, I hereby agree to the following payout of such bonus (subject to normal
withholding and other deductions):

      


      
        	
                 
      

              	
                (a)

              	
                $61,875,
      which shall be withheld by the Company for withholding taxes and other
      similar deductions; and

              


      

      
        	
                 
      

              	
                (b)

              	
                Balance
      of $144,375 payable as follows:

              


      

      
        	
                 
      

              	
                ii.

              	
                Cash
      payments aggregating $61,875, payable in three tranches as
      follows:  $20,000 payable immediately; $20,000 payable on or
      before November 30, 2009; and $21,875, payable on or before December 31,
      2009; and

              


      

      
        	
                 
      

              	
                iii.

              	
                $82,500, payable in the
      form of issuance of restricted Company common stock, valued at $0.75 per
      share.

              


      

      


      Notwithstanding
the mandatory cash payments referred to in Section 1(b)(ii) above (the
“Payments”), the undersigned understands and agrees that if at the time a
Payment is due, that the Company would otherwise be required to use all or a
portion of the cash to make the Payment as a capital infusion into any of its
operating broker-dealer subsidiaries in order to avoid having to make the “early
warning” filing contemplated by SEC Rule 17a-11, then the Payment shall be
delayed (but the obligation to make same shall continue to be accrued) until
such time that Payment could be made without invoking the “early warning”
requirements.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      The
undersigned further acknowledges that any additional bonuses to be paid me, if
any, shall be at the sole discretion of the Board of Directors of the Company
and that in any event, under no circumstance shall I be entitled to receive any
investment banking warrants earned through the investment banking activities of
the Company’s broker-dealer subsidiaries.

      


      2.           In
addition, I am entitled to a bonus of $290,698 as of June 30, 2008, assumed by
the Company in connection with our merger with vFinance.  Each of Mr.
Goldwasser and the Compensation Committee of the Company has agreed that $60,698
of such bonus be divided equally between Mr. Goldwasser and the undersigned
(subject to normal withholding and other deductions).   My potion
of this bonus shall be payable as follows:

      


      
        	
                 
      

              	
                (a)

              	
                $78,104,
      shall be withheld by the Company for withholding taxes and other similar
      deductions; and

              


      

      
        	
                 
      

              	
                (b)

              	
                Balance
      of $182,245 payable as follows:

              


      

      
        	
                 
      

              	
                i.

              	
                Cash
      payment $9,104 in one tranche, payable immediately;
  and

              


      

      
        	
                 
      

              	
                ii.

              	
                $173,141, payable in the form of
      issuance of restricted Company common stock, valued at $0.75 per
      share.

              


      

      


      It is
agreed that cash portions of this additional bonus shall not be paid until (i)
the cash portions of the bonus set forth in Item 1 have been paid (including the
similar bonus being paid to Mr. Goldwasser) and (ii) the ‘early warning’
requirements of Section 1 are met.

      


      3.           With
respect to bonuses payable to the undersigned for the fiscal years ending
September 30, 2010 and thereafter, the undersigned shall execute and deliver an
amendment to the Agreement in the form attached hereto as Exhibit
A.

      


      Except as
amended hereby, all terms and provisions of the Agreement shall continue
unmodified and remain in full force and effect.

       

      
        	 	 	 	Sincerely,	 
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	 	 	
                      
                  /S/
      LEONARD SOKOLOW

                  Leonard
      Sokolow

                

              	 
	
                 

              	 	 	
                 

              	 
	
                Accepted
      and Agreed:

              	 	 	
                 

              	 
	 	 	 	 	 
	National
      Holdings Corporation	 	 	 	 
	 	 	 	 	 
	      
                By:/S/ MARK
      GOLDWASSER

                     
      Mark Goldwasser, CEO

              	 	 	 	 


      

    

     

     

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